Tender Offer - Revance Therapeutics, Inc.
Form Type: SC 14D9/A
Filing Date: 2025-02-05
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525020472
Filing Summary: Revance Therapeutics, Inc. has filed Amendment No. 7 to its Schedule 14D-9 regarding a cash tender offer made by Reba Merger Sub, Inc., a subsidiary of Crown Laboratories, Inc. The cash offer, set at $3.65 per share, was disclosed in the original schedule filed on December 12, 2024. As of the Expiration Time on February 4, 2025, a total of 86,197,893 shares were validly tendered, constituting approximately 82% of the issued and outstanding shares. This completion meets the minimum condition set for the offer. The merger between Revance and Crown is expected to close on February 6, 2025, with Revance becoming a wholly owned subsidiary of Crown. Post-merger, shares will be delisted from Nasdaq, and Revance will cease its reporting obligations under the Exchange Act.
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Additional details:
Offer Price: $3.65
Total Shares Tendered: 86,197,893
Percentage Shares Tendered: 82%
Expiration Time: 2025-02-04T23:59:00
Merger Date: 2025-02-06
Post Merger Status: Revance to be a wholly owned subsidiary of Crown.
Form Type: SC 14D9/A
Filing Date: 2025-01-31
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525017718
Filing Summary: Revance Therapeutics, Inc. has filed Amendment No. 6 to its Solicitation/Recommendation Statement on Schedule 14D-9 relating to a cash tender offer by Reba Merger Sub, Inc., a wholly owned subsidiary of Crown Laboratories, Inc. This tender offer aims to purchase all outstanding shares of Revance at a price of $3.10 per share. On January 31, 2025, Revance and Crown issued a joint press release encouraging stockholders to tender their shares in support of the acquisition transaction, with a deadline of February 4, 2025, at 11:59 p.m. Eastern Time. This amendment updates Item 8 ‘Additional Information’ of the Schedule 14D-9 and adds information regarding the joint press release as Item 9 ‘Exhibits’.
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Additional details:
Offer Price: $3.10
Expiration Date: 2025-02-04 23:59:00 ET
Press Release Date: 2025-01-31
Form Type: SCHEDULE 13D/A
Filing Date: 2025-01-30
Corporate Action: Tender-offer
Type: Update
Accession Number: 000095010325001086
Filing Summary: Amendment No. 4 to Schedule 13D filed by Teoxane SA concerning Revance Therapeutics, Inc. includes an update on a tender offer initiated by Crown Laboratories, Inc. to acquire outstanding shares at a revised offer price of $3.65 per share. The Reporting Person, Teoxane SA, initially proposed to purchase shares at $3.60 each but, after attempting to arrange necessary financing, has withdrawn this proposal and will instead participate in the tender offer. As of the latest filing, Teoxane owns 6,550,800 shares, equating to approximately 6.2% of the total outstanding shares. Teoxane plans to tender its shares into the revised tender offer and aims to collaborate with Crown and Revance in the process.
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Additional details:
Common Stock Ownership: 6,550,800
Percentage Of Outstanding Shares: 6.2%
Tender Offer Price: 3.65
Initial Offer Price: 3.10
Proposed Transaction Price: 3.60
Form Type: 8-K
Filing Date: 2025-01-21
Corporate Action: Tender-offer
Type: Update
Accession Number: 000114036125001461
Filing Summary: On January 17, 2025, Revance Therapeutics, Inc. entered into the Second Amendment to the Amended and Restated Agreement and Plan of Merger with Crown Laboratories, Inc. and Reba Merger Sub, Inc. The amendment establishes an offer price of $3.65 for the tender offer. On January 21, 2025, an announcement was made regarding a second extension of the expiration date for the tender offer until February 4, 2025, which was previously set for January 28, 2025. A joint press release detailing the Second Amendment and the Second Extension was issued by Revance and Parent. Exhibits attached include the Amendment documenting the agreement between the parties and the press release.
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Additional details:
Entry Into Material Definitive Agreement Date: 2025-01-17
Amendment Offer Price: 3.65
Expiration Time Extension Start: February 4, 2025
Previous Expiration Time: January 28, 2025
Form Type: SC 14D9/A
Filing Date: 2025-01-21
Corporate Action: Tender-offer
Type: Update
Accession Number: 000114036125001466
Filing Summary: Amendment No. 5 to the Solicitation/Recommendation Statement on Schedule 14D-9 by Revance Therapeutics, Inc. is filed to update the cash tender offer made by Crown Laboratories, Inc. and its subsidiary Reba Merger Sub, Inc. The offer price has been increased to $3.65 per share, as approved by the Revance Board on January 17, 2025. The expiration of the offer has been extended to February 4, 2025. Revance and Crown issued a joint press release on January 21, 2025, announcing these developments. This amendment also incorporates updates regarding the Second Amended and Restated Merger Agreement. The schedule 14D-9 remains largely unchanged except for these updates and reflects the ongoing tender offer process.
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Additional details:
Offer Price: 3.65
Expiration Time: 2025-02-04T23:59:00
Announcement Date: 2025-01-21
Form Type: SC 14D9/A
Filing Date: 2025-01-17
Corporate Action: Tender-offer
Type: Update
Accession Number: 000114036125001338
Filing Summary: This document is an amendment to the Solicitation/Recommendation Statement relating to a cash tender offer by Reba Merger Sub, Inc., a wholly owned subsidiary of Crown Laboratories, Inc. Revance Therapeutics, Inc. is providing an update regarding a proposed amendment from Crown to the merger agreement. The amendment includes an increase in the offer price to $3.65 per share from the previous $3.10 and adjustments to termination fees. The new offer is set to expire at 4:10 p.m. ET on January 17, 2025. The Revance Board is tasked with evaluating the Crown Proposal while ensuring compliance with their duties.
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Additional details:
Offer Price: 3.65
Previous Offer Price: 3.10
Company Termination Fee: 15290488.66
Parent Termination Fee: 22935732.99
Proposal Expiration: 2025-01-17T16:10:00-05:00
Form Type: SC 14D9/A
Filing Date: 2025-01-13
Corporate Action: Tender-offer
Type: Update
Accession Number: 000114036125000934
Filing Summary: This document is an Amendment No. 3 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Revance Therapeutics, Inc. concerning a cash tender offer initiated by Reba Merger Sub, Inc. (a subsidiary of Crown Laboratories, Inc.) to purchase all outstanding shares of Revance at a price of $3.10 per share. The amendment updates the expiration time of the tender offer, which has been extended to January 28, 2025, at 11:59 p.m. Eastern time. The offer was originally set to expire on January 13, 2025. Additionally, the amendment includes a press release issued by Crown Laboratories on January 13, 2025, announcing this extension.
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Additional details:
Tender Offer Price: 3.10
Expiration Time: 2025-01-28T23:59:00-05:00
Previous Expiration Time: 2025-01-13T23:59:00-05:00
Exhibit Description: Press Release issued by Crown Laboratories, Inc. dated January 13, 2025
Form Type: SC 14D9/A
Filing Date: 2025-01-02
Corporate Action: Tender-offer
Type: Update
Accession Number: 000114036125000082
Filing Summary: This document is an Amendment No. 1 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Revance Therapeutics, Inc., regarding a cash tender offer by Reba Merger Sub, Inc., a wholly owned subsidiary of Crown Laboratories, Inc. The tender offer is for all outstanding shares of Revance at a price of $3.10 per share. The offer's terms, conditions, and related agreements are discussed, including the significant conditions under which the tender offer will be completed, such as the requirement for a majority of shares to be tendered and free from governmental prohibitions. The expiration date for the offer is set for January 13, 2025, with extension possibilities. The document also details the merger agreement and the implications for Revance’s stockholders, including equity awards and compensation for executives dependent on the tender offer's results. Other discussions cover the interests of various stakeholders and relevant agreements between the parties involved in the transaction.
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Additional details:
Subject Company Name: Revance Therapeutics, Inc.
Offer Price: 3.10
Expiration Time: 2025-01-13
A R Merger Agreement Date: 2024-12-07
Number Of Shares Outstanding: 104,389,885
Crown Laboratories Contact Address: c/o Crown Laboratories, Inc., 207 Mockingbird Lane, Johnson City, Tennessee 37604
Form Type: SCHEDULE 1
Filing Date: 2024-12-19
Corporate Action: Tender-offer
Type: Update
Accession Number: 000095010324017967
Filing Summary: On December 9, 2024, Revance Therapeutics, Inc. announced entering into an Amended and Restated Agreement and Plan of Merger with Crown Laboratories, Inc. and Reb Merger Sub, Inc. Crown commenced a tender offer on December 12, 2024, to purchase all outstanding shares of Common Stock at a price of $3.10 per share. The Reporting Person believes the Proposed Transaction undervalues the Issuer and is not in the best interests of the Issuer or its stockholders. The Reporting Person intends to review its investment continuously and may engage in discussions with management, stockholders, and third parties regarding alternative strategic transactions.
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Additional details:
Tender Offer Price: 3.10 USD
Percentage Spun Off: 6.2%
Form Type: 8-K
Filing Date: 2024-12-12
Corporate Action: Tender-offer
Type: Update
Accession Number: 000114036124049072
Filing Summary: On December 11, 2024, Revance Therapeutics, Inc. entered into an amendment to the Amended and Restated Agreement and Plan of Merger with Crown Laboratories, Inc. and Reba Merger Sub, Inc. The Amendment clarifies the mechanism for calculating the Expiration Time related to the tender offer and merger agreement. The A&R Merger Agreement, originally dated December 7, 2024, remains in effect except for modifications by the Amendment. The document includes forward-looking statements regarding the Company’s performance, expectations about the tender offer, and potential risks associated with the merger process. The tender offer has not yet commenced, and future documents related to the tender offer will be filed with the SEC and made available to shareholders.
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Additional details:
Expiration Time Mechanism: clarified
Date Of Merger Agreement: 2024-12-07
Amendment Date: 2024-12-11
Form Type: SC 14D9
Filing Date: 2024-12-12
Corporate Action: Tender-offer
Type: Update
Accession Number: 000114036124049087
Filing Summary: Revance Therapeutics, Inc. filed a Schedule 14D-9 in connection with a tender offer initiated by Crown Laboratories, Inc. through its wholly-owned subsidiary, Reba Merger Sub, Inc. The offer allows for the purchase of all outstanding shares of Revance’s common stock at a price of $3.10 per share in cash. As of November 29, 2024, there were approximately 104,389,885 shares of common stock issued and outstanding. The Revance Board unanimously recommends that stockholders tender their shares in connection with this offer. The document highlights the financial implications of the offer, the intentions of Revance's leadership regarding the tendering of their shares, and the overall process surrounding the merger. The minimum condition for the tender offer includes valid tenders of a majority of the total shares.
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Additional details:
Tender Offer Price: 3.10 USD
Offer Expiration Date: 2025-01-13
Minimum Condition: majority of voting power tendered
Termination Fee: 13,373,000 USD
Total Shares Outstanding: 104,389,885
Effective Time: to be determined following the merger
Form Type: 8-K
Filing Date: 2024-11-07
Corporate Action: Tender-offer
Type: Update
Accession Number: 000147929024000127
Filing Summary: Revance Therapeutics, Inc. announced a pending merger with Crown Laboratories, Inc. This is part of a broader financial report dated November 7, 2024. The document is filed as a Form 8-K with the SEC. The announcement also includes the financial results for the quarter ended September 30, 2024. The filing indicates that Revance Therapeutics is incorporated in Delaware and is registered with the SEC under file number 001-36297. The merger and results are expected to impact the company and its commercial performance. The press release referenced in the report is attached as an exhibit. No specific tender offer price or percentage acquisition details were provided in the document.
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Additional details:
Acquirer Cik: 847385
Target Cik: 1479290
: 0
Form Type: 8-K
Filing Date: 2024-08-28
Corporate Action: Tender-offer
Type: New
Accession Number: 000147929024000118
Filing Summary: Price not yet set, commencement date delayed, agreeing on timings
Document Link: View Document
Additional details:
Acquirer Cik: 847385
Target Cik: 1479290
: stock
Percentage: 100
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